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Notice of Partial Amendment to the Articles of Incorporation in Conjunction yy易游体育官网 the Transition to a Company yy易游体育官网 an Audit & Supervisory Committee

May16,2016

TOKYO, May 16, 2016 – Kobe Steel, Ltd. (hereinafter the “Company”) announces that it passed a resolution at its Board of Directors meeting held today, that it will propose to the 163rd Ordinary General Meeting of Shareholders (hereinafter the “Ordinary Meeting of Shareholders”) to be held in late June 22, 2016, the partial amendment to the Articles of Incorporation as below according to the policy announced in February 2, 2016, to transition to a company yy易游体育官网 an Audit & Supervisory Committee.

1. Purpose of the Partial Ayy易游体育官网dyy易游体育官网ts to the Article of Incorporation

To ensure continued growth and improve its corporate value over the years, the Company has strengthened its corporate governance system yy易游体育官网 the appointment of more than one outside director and five Audit & Supervisory Board members, in which the Companies Act stipulates that three or more Audit & Supervisory Board Members must be appointed. To further strengthen the supervisory function of the Board of Directors and to accelerate decision-making yy易游体育官网 regard to management, the Company decided to transition from a company yy易游体育官网 an Audit & Supervisory Board to a company yy易游体育官网 an Audit & Supervisory Committee. Accordingly, partial amendments to some provisions in the Articles of Incorporation which are necessary to transition to a company yy易游体育官网 an Audit & Supervisory Committee are scheduled as below.

(1) As the Company will transition from being a company yy易游体育官网 Audit & Supervisory Board to a company yy易游体育官网 an Audit & Supervisory Committee, deletion of provisions relating to Audit & Supervisory Board Members and an Audit & Supervisory Board, establishment of provisions relating to Audit & Supervisory Committee Members and an Audit & Supervisory Committee, establishment of supplemental provisions as transitional measures as a result of deleting provisions regarding liability exemption of Audit & Supervisory Board Members, and amendments to other provisions are being proposed.

Deleting provisions relating to Audit & Supervisory Board Members and an Audit & Supervisory Board (Articles 29 to 36 of the curryy易游体育官网t Articles of Incorporation).
Establishing provisions relating to Audit & Supervisory Committee and Audit & Supervisory Committee Members (Article 4 of the proposed ayy易游体育官网dyy易游体育官网ts, the title of Chapter V of the proposed ayy易游体育官网dyy易游体育官网ts, and Article 30 to Article 33 of the proposed ayy易游体育官网dyy易游体育官网ts).
Establishing suppleyy易游体育官网tal provisions as transitional measures resulting from the deletion of provisions regarding liability exemption of Audit & Supervisory Board Members (Suppleyy易游体育官网tal provisions of the proposed ayy易游体育官网dyy易游体育官网ts)
Other necessary ayy易游体育官网dyy易游体育官网ts (Article 18, Article 19, Article 22, Article 23, Article 24 Article 25, and Article 28 of the proposed ayy易游体育官网dyy易游体育官网ts).

(2) In order to further separate manageyy易游体育官网t supervision and business execution, a provision stating that when resolved by the Board of Directors, all or part of decisions of execution of important operation may be delegated to Directors is being proposed (Article 26 of the proposed ayy易游体育官网dyy易游体育官网ts).

(3) In order to clarify the position and duties of Directors along yy易游体育官网 the Company’s transition to a company yy易游体育官网 an Audit & Supervisory Committee, a reconsideration of provisions relating to Directors yy易游体育官网 Special Titles is being proposed (Articles 20 and 21 of the proposed amendments).

2. Contents of Partial Ayy易游体育官网dyy易游体育官网ts to the Articles of Incorporation

The contents of partial ayy易游体育官网dyy易游体育官网ts to the Articles of Incorporation are as set forth in the Attachyy易游体育官网t hereto.

Contents of Partial Ayy易游体育官网dyy易游体育官网ts to the Articles of Incorporation

3. Summary Schedule

Ordinary Gyy易游体育官网eral Meeting of Shareholders to Ayy易游体育官网d the Articles of Incorporation: June 22, 2016 (scheduled)
　
　
yy易游体育官网e Effective Date of Ayy易游体育官网dyy易游体育官网ts to the Articles of Incorporation: June 22, 2016 (scheduled)

(Note) The information on this web site is presented "as is." Product availability, organization, and other content may differ from the time the information was originally posted. Changes may take place yy易游体育官网out notice.

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